UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM ~~10Q~~10-Q

~~[X]~~x QUARTERLY REPORT ~~PURSUANT~~UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For ~~the~~ quarterly period ended ~~July~~January 31, ~~2013~~ 2014

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[For ]the ~~TRANSITION~~transition ~~REPORT~~period ~~PURSUANT~~from TO___________ ~~SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~to ___________

~~For~~Commission ~~the~~file ~~transition~~number ~~period from _______ to _______~~000-53627

Gold Hill Resources, Inc. ~~(Exact name of Registrant as specified in its charter)~~

~~Nevada~~ (~~State~~Exact orname ~~other jurisdiction~~ of ~~incorporation~~Registrant oras ~~organization)~~specified ~~88-0492010~~in ~~(I.R.S.~~its ~~Employer Identification No.~~charter)

3960 Howard Hughes Pkwy #500, Las Vegas, NV 89169 (Address of principal executive offices - Zip Code)

Nevada		88-0492010
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~(775)-751-6931 (Registrant's~~3751 ~~telephone~~Seneca ~~number~~Ave., ~~including~~Pahrump, ~~area~~NV ~~code)~~89048

~~Registrant’s~~(Address ~~telephone~~of ~~number, including~~principal ~~area~~executive ~~code: (702)~~offices -~~990-3909~~ Zip Code)

~~Indicate by check mark whether the registrant~~ (1775) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.-751-6931

~~YES [x] NO [~~(Registrant's ]telephone number, including area code)

Indicate by check mark whether the registrant (1) has ~~submitted electronically~~filed ~~and~~all ~~posted~~reports onrequired ~~its~~to ~~corporate~~be ~~Web~~filed ~~site,~~by ifSection ~~any,~~13 ~~every~~or ~~Interactive~~15(d) ~~Data~~of ~~File~~the ~~required~~Securities toExchange beAct ~~submitted and posted to Rule 405~~ of ~~Regulation~~1934 ~~S-T~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~ file such reports), and ~~post~~(2) has been subject to such ~~files)~~filing requirements for the past 90 days. Yes [x ] No ~~[x]~~o

Indicate by check mark whether the registrant ishas asubmitted ~~large accelerated~~electronically ~~filer,~~and anposted ~~accelerated~~on ~~filer,~~its acorporate ~~non-accelerated~~Web ~~filer~~site, orif aany, ~~smaller~~every ~~reporting~~Interactive ~~company.~~Data ~~See~~File ~~the~~required ~~definitions~~to ofbe ~~"large accelerated~~submitted ~~filer,"~~and ~~"accelerated~~posted ~~filer"~~pursuant ~~and~~to ~~"smaller~~Rule ~~reporting~~405 ~~company"~~of inRegulation ~~Rule 12b~~S-2T (§232.405 of this chapter) during the ~~Exchange Act~~preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

~~Large~~Indicate ~~Accelerated~~by ~~Filer [~~check ~~] Accelerated~~mark ~~Filer [ ] Non~~whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated ~~Filer [~~filer, ~~] Smaller~~or a smaller reporting company ~~[x]~~. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~o ~~whether~~Accelerated ~~the~~filer ~~registrant~~o isNon-accelerated afiler ~~shell company~~ (asDo ~~defined~~not incheck ~~Rule~~if ~~12b-2~~a ofsmaller ~~the~~reporting ~~Exchange Act~~company). ~~Yes [~~o ~~] No [~~Smaller reporting company x]

Indicate ~~the~~by ~~number~~check ofmark ~~shares~~whether ~~outstanding~~the ofregistrant ~~each~~is ofa ~~the issuer’s~~shell ~~classes~~company of(as ~~common~~defined ~~stock,~~in as12b-2 of the ~~latest~~Exchange ~~practicable date~~Act.) Yes o No x

Class				Outstanding at September 12, 2013
	Common Stock, $.001 par value				31,505,954

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 18,395,954 shares of common stock, par value $0.001, were outstanding on March 20, 2014.

~~-2-~~GOLD HILL RESOURCES, INC.

~~INDEX~~FORM 10-Q

PART I	FINANCIAL INFORMATION	Page
ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
	Condensed Consolidated Balance Sheets — July 31, 2013 (Unaudited) and October 31, 2012	4
	Condensed Consolidated Statements of Operations (Unaudited) — Three and nine months ended July 31, 2013 and 2012	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) —Nine months ended July 31, 2013 and 2012	6
	Notes to Condensed Consolidated Financial Statements	7
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	19
ITEM 4.	CONTROLS AND PROCEDURES	19
PART II	OTHER INFORMATION	20
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	21
ITEM 6.	EXHIBITS	21
	Signatures	22

For the Quarterly Period January 31, 2014

~~-3-~~Table of Contents

PART I - FINANCIAL INFORMATION

PART I FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (Unaudited)	3

	Consolidated Balance Sheets	3

	Consolidated Statements of Operations	4

	Consolidated Statements of Stockholders’ Equity (Deficit)	5

	Consolidated Statements of Cash Flows	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11

Item 4.	Controls and Procedures	14

PART II OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15

Item 6.	Exhibits	16

Signatures		17

Certifications

~~ITEM I — CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~ 2

GOLD HILL RESOURCES, INC.
Condensed Consolidated Balance Sheets
		July 31,			October 31,
		2013			2012
ASSETS		(Unaudited)
CURRENT ASSETS
Cash	$	83,232		$	129,240
Inventories		236,190			249,316
TOTAL CURRENT ASSETS		319,422			378,556
Property and equipment, net		23,284			55,668
TOTAL ASSETS	$	342,706		$	434,224
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	177,275		$	40,414
Due to related parties		97,971			30,657
Current portion of long-term debt		54,430			54,575
TOTAL CURRENT LIABILITIES		329,676			125,646
Long-term debt		204,043			247,628
TOTAL LIABILITIES		533,719			373,274
STOCKHOLDERS' EQUITY/(DEFICIT)
Common stock, $ 0.001 par, 200,000,000 shares authorized; 31,505,954 and 29,732,000 shares issued and outstanding, respectively 1		31,506			29,732
Additional paid in capital1		(146,558	)		(21,732	)
Retained earnings		(75,961	)		52,950
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)		(191,013	)		60,950
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)	$	342,706		$	434,224
1The October 31, 2012 capital accounts of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the merger transaction.

PART I — FINANCIAL INFORMATION

~~The~~Item ~~accompanying~~1. ~~notes~~Consolidated ~~are an~~Financial ~~integral~~Statements ~~part of these unaudited condensed consolidated financial statements.~~ (Unaudited)

~~-4-~~Gold Hill Resources, Inc. and Subsidiaries Consolidated Balance Sheets

GOLD HILL RESOURCES, INC.
	January 31,			October 31,
Condensed Consolidated Statements of Operations
	2014			2013
~~(Unaudited)~~	(Unaudited)
	Three Months Ended July 31,						Nine Months Ended July 31,
ASSETS
	2013			2012			2013			2012
Current assets
REVENUE	$	186,146		$	195,448		$	618,629		$	758,364
Cash and cash equivalents	$	77,884		$	86,728
COST OF REVENUE		68,609			66,297			225,595			254,138
Inventories, net (Note 2)		229,793			222,353
GROSS PROFIT		117,537			129,151			393,034			504,226
Total current assets		307,677			309,081
OPERATING EXPENSES
Equipment, net of accumulated depreciation (Note 3)		13,558			23,397
General & administrative		218,887			134,230			525,393			462,563
Total assets	$	321,235		$	332,478
INCOME (LOSS) FROM OPERATIONS		(101,350	)		(5,079	)		(132,359	)		41,663
LIABILITIES AND STOCKHOLDERS' DEFICIT
Interest income / (expense) and other, net		12,366			(4,689	)		3,448			(13,490	)
Current liabilities
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES	$	(88,984	)	$	(9,768	)	$	(128,911	)	$	28,173
Accounts payable and accrued expenses (Note 4)	$	123,134		$	60,522
Income taxes		—			—			—			—
Accrued interest (Note 6)		8,659			7,393
Net Income (Loss)		(88,984	)		(9,768	)		(128,911	)		28,173
Due to related parties (Note 5)		52,197			222,357
Income (loss) per share - basic & diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Notes payable (Note 6)		29,800			29,800
Weighted average shares – basic and diluted2		31,429,079			29,732,000			30,030,388			29,732,000
Convertible promissory notes, net of discount of $89,086 (Note 6)		16,414			-
Current portion of secured long-term debt (Note 6)		109,742			48,727
Total current liabilities		339,946			368,799
Secured long-term debt (Note 6)		173,560			187,560
Total liabilities		513,506			556,359
Stockholders' equity (Note 7)
Common stock, $ 0.001 par, 200,000,000 shares authorized; 18,395,954 and 31,705,954 shares issued and outstanding as of January 31, 2014 and October 31, 2013, respectively.		18,396			31,706
Additional paid-in capital		82,481			(46,758	)
Retained deficit		(293,148	)		(208,829	)
Total stockholders' deficit		(192,271	)		(223,881	)
Total liabilities and stockholders' deficit	$	321,235		$	332,478

~~2The~~(The ~~capital~~accompanying ~~accounts~~notes ofare ~~the~~an ~~Company~~integral ~~have~~part ~~been retroactively restated to reflect the equivalent number~~ of ~~common~~these ~~shares~~consolidated ~~based~~financial ~~on the exchange ratio of the merger transaction in determining the basic and diluted weighted average shares.~~statements)

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~3

~~-5-~~Gold Hill Resources, Inc. and Subsidiaries

GOLD HILL RESOURCES, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
	Nine Months Ended July 31,
	2013			2012
OPERATING ACTIVITIES:
Net income (loss)	$	(128,911	)	$	28,173
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization expense		32,935			31,112
Gain on sale of equipment		(22,800	)		—
Changes in assets and liabilities:
Accounts receivable		—			(4,369	)
Inventories		13,126			(15,908	)
Accounts payable and accrued expenses		(36,758	)		(4,792	)
Net cash provided by (used in) operating activities		(142,408	)		34,216
INVESTING ACTIVITIES:
Purchase of equipment		(550	)		—
Proceeds from sale of equipment		22,800			—
Net cash provided by investing activities		22,250			—
FINANCING ACTIVITIES:
Payment of long-term debt		(43,730	)		(38,859	)
Due to related parties		2,065			(1,095	)
Cash received in recapitalization transaction		13,315			—
Proceeds from sale of common stock		102,500			—
Net cash provided by (used in) financing activities		74,150			(39,954	)
Net decrease in cash		(46,007	)		(5,738	)
CASH AT BEGINNING OF PERIOD		129,240			136,481
CASH AT END OF PERIOD	$	83,232		$	130,743
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	16,632		$	14,672
Cash paid for taxes	$	—		$	—

Consolidated Statements of Operations (Unaudited)

3 Cash from operating, investing and financing activities is recorded net of recapitalization transaction, described in Note 1 to these condensed consolidated financial statements.

	Three Months Ended January 31,
	2014			2013

Revenue	$	475,512		$	252,092
Cost of revenue		348,675			97,482
Gross profit		126,837			154,610

Operating expenses
Selling, general and administrative		243,700			151,319
Income (loss) from operations		(116,863	)		3,291

Other income (expense)
Other income		54,031			-
Interest expense		(19,644	)		(5,043	)
Interest expense - accretion of debt discount		(1,843	)		-
Total other income (expense)		32,544			(5,043	)

Loss before provision for income taxes		(84,319	)		(1,752	)
Provision for income taxes		-			-
Net loss	$	(84,319	)	$	(1,752	)

Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average number of common shares outstanding - basic and diluted		26,885,680			29,732,000

(The accompanying notes are an integral part of these ~~unaudited condensed~~ consolidated financial statements.)

~~-6-~~4

~~NOTE~~Gold 1Hill Resources, Inc. ~~BASIS OF~~ ~~PRESENTATION~~and ~~AND~~Subsidiaries ~~ORGANIZATION~~Consolidated Statement of Changes in Stockholders' Equity (Deficit) For the Three Months Ended January 31, 2014 and Year Ended October 31, 2013

Current Operations and Background — Gold Hill Resources, Inc. (the “Company”) is a Nevada corporation that was incorporated on March 2, 2001 and its wholly-owned subsidiaries Accurate Locators, Inc., an Oregon corporation, and Imaging Locators, Inc., a Nevada Corporation, were incorporated on October 20, 1997 and June 28, 2004, respectively. Prior to June 13, 2013, the completion date of the Merger, we were a public “shell” company with nominal assets.

	Common Stock						Additional Paid-in			Retained			Total Stockholders' Equity
	Shares			Amount			Capital			Deficit			(Deficit)

Balance at October 31, 2012		29,732,000		$	29,732		$	(21,732	)	$	52,950		$	60,950
Shares issued to acquire Gold Hill Resources		1,583,954			1,584			(219,636	)		-			(218,052	)
Shares sold for cash		390,000			390			194,610			-			195,000
Net loss		-			-			-			(261,779	)		(261,779	)
Balance at October 31, 2013		31,705,954			31,706			(46,758	)		(208,829	)		(223,881	)
Shares sold for cash		160,000			160			24,840			-			25,000
Return of common stock		(13,470,000	)		(13,470	)		13,470			-			-
Debt discount related to the beneficial conversion feature of convertible notes		-			-			90,929			-			90,929
Net loss		-			-			-			(84,319	)		(84,319	)
Balance at January 31, 2014		18,395,954		$	18,396		$	82,481		$	(293,148	)	$	(192,271	)

~~On May 31, 2013, Gold Hill Resources, Inc. entered into an Agreement and Plan of Merger~~ (“Merger Agreement”) with AL Merger Corporation, an Oregon corporation and wholly-owned subsidiary of Gold Hill (“MergerCo”), Accurate Locators and Wayne Good (“Good” and together with Accurate Locators, the “Good Parties”). The ~~closing~~accompanying ~~(the~~notes “Closing”) of the transactions contemplated by the Merger Agreement (the “Merger”) occurred on June 13, 2013. At the Closing, (i) MergerCo was merged with and into Accurate Locators; (ii) Accurate Locators became our wholly-owned subsidiary; (iii) all of Accurate Locators’ shares prior to the Merger were exchanged for comparable securities of our company; and (iv) 95% of our shares were owned by Accurate Locators’ former shareholders. At the Closing, we issued to Accurate Locators’ former shareholders, in exchange for the equity of Accurate Locators prior to the Merger, 29,732,000 shares of our common stock. As a result of the Merger we are ~~solely~~an ~~engaged~~integral inpart ~~Accurate Locators’ business, Accurate Locators’ officers became our officers and our director remained as the only director. The issuance~~ of ~~the~~these ~~shares~~consolidated offinancial ~~our common stock to Accurate Locator’s former stockholders is intended to be exempt from registration under Rule 506 promulgated under the Securities Act.~~statements)

As a result of the Merger, we are solely engaged in Accurate Locators’ business. Gold Hill Resources, Inc. is engaged in the mining and mineral detection technology via our wholly owned subsidiary Accurate Locators, Inc. Utilizing our evolving technology in metal detection products, we plan to identify potential acquisition and partnership opportunities within the precious metals mining sector in addition to the core business of Accurate Locators manufacturing and distribution business of metal detection products and systems.5

~~Accurate Locators,~~Gold ~~Inc.~~Hill ~~has been a metal detector manufacturer and distributor since 1992 for dealers~~Resources, ~~treasure hunters, gold prospectors and utilities companies world-wide~~Inc. ~~The Company provides industry standard metal detectors for treasure hunting, gold prospecting~~ and ~~locating~~Subsidiaries ~~under-ground~~Consolidates ~~cable,~~Statements ~~pipe and utilities. The Company’s products are used by many sectors~~ of ~~the~~Cash USFlows ~~Government and many mining type operations including the likes of Westinghouse, Bureau of Land Management, Bechtel, Graybar, US Army, Navy and Marines.~~(Unaudited)

Imaging Locators, Inc. has been operating as a metal detecting store with wide variety of instruments since 2004. The Company specializes in underground Surveyor Apparatus units, Ground Penetrating Radar (“GPR”), Pulse Induction Metal Detectors and Tunnel Locators.

	Three Months Ended January 31,
	2014			2013
Operating activities
Net loss	$	(84,319	)	$	(1,752	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Depreciation		9,840			11,014
Accretion of debt discount		1,843			-
Changes in assets and liabilities:
Inventories		(7,440	)		2,294
Accounts payable and accrued liabilities		(92,123	)		10,202
Net cash flows from operating activities		(172,199	)		21,758

Investing activity
Purchase of equipment		-			(350	)
Net cash flows from investing activity		-			(350	)

Financing activities
Proceeds from sale of common stock		25,000			-
Proceeds from convertible promissory notes		105,500			-
Proceeds from secured debt		61,001			-
Payment of secured debt		(13,986	)		(11,709	)
Due to related parties		(14,160	)		-
Net cash flows from financing activities		163,355			(11,709	)

Change in cash and cash equivalents		(8,844	)		9,699

Cash and cash equivalents at beginning of period		86,728			129,240

Cash and cash equivalents at end of period	$	77,884		$	138,939

Supplemental disclosure of cash flow information:
Interest paid in cash	$	12,778		$	-
Income taxes paid in cash	$	-		$	-

Supplemental disclosure of non-cash transactions:
Debt discount recorded for beneficial conversion feature	$	90,929		$	-

(The accompanying notes are an integral part of these consolidated financial statements)

Gold Hill Resources, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

NOTE 1 - Organization, Basis of Presentation and Going Concern

Organization

Gold Hill Resources, Inc., a Nevada corporation, was incorporated on March 2, 2001. Prior to June 13, 2013, we were a public “shell” company.

On June 13, 2013, Gold Hill Resources, Inc. closed a share exchange transaction (the "Merger") pursuant to which it (i) became the 100% parent of Accurate Locators, Inc., an Oregon corporation, and Imaging Locators, Inc., a Nevada Corporation, and wholly owned subsidiary of Accurate Locators, Inc. (Gold Hill Resources, Inc., Accurate Locators, Inc. and Imaging Locators, Inc. collectively the "Company", "we", "us", "Our"); and (ii) assumed the operations of Accurate Locators and Imaging Locators. Gold Hill Resources, Inc. was deemed the legal acquirer in the reverse merger. Consequently, the assets and liabilities and the historical operations of Accurate Locators, Inc. prior to the Merger are reflected in the financial statements and have been recorded at the historical cost basis of Accurate Locators, Inc.

As a result of the Merger, we are solely engaged in Accurate Locators’ business. Accurate Locators has been a metal detector manufacturer and distributor since 1992 for dealers, treasure hunters, gold prospectors and utilities companies world-wide. The Company provides industry standard metal detectors for treasure hunting, gold prospecting and locating under-ground cable, pipe and utilities. The Company’s products are used by many sectors of the US Government and many mining type operations including the likes of Westinghouse, Bureau of Land Management, Bechtel, Graybar, US Army, Navy and Marines.

Since 2004, Imaging Locators, Inc. operates a metal detecting store with a wide variety of instruments. The Company specializes in underground Surveyor Apparatus units, Ground Penetrating Radar, Pulse Induction Metal Detectors and Tunnel Locators.

We are engaged in several research and development projects; we are evolving our current ground penetrating radar, induced polarization, pulse induction and other metal detection systems. We filed our first provisional patent on our blanket antenna technology on November 12, 2012. We also plan to file several additional patents in the next twelve months; which will further enhance and protect our intellectual property portfolio and greatly improve on our detection systems capabilities, thus positioning the Company to capture greater market share in the geophysics sector.

~~-7-~~In addition our core business of development, manufacturing and distribution of metal detection products and systems, and utilizing our evolving technology in metal detection products, we plan to identify potential acquisition and partnership opportunities within the precious metals mining sector.

~~Going~~Basis ~~Concern – The Company suffered losses from operations~~ of $128,911 in the nine months ended July 31, 2013. As of July 31, 2013, the Company had negative working capital of $10,254 and an accumulated deficit of $75,961. In the period of nine months ended July 31, 2013, we have funded operations through accumulated earnings, borrowings from related parties, and proceeds from debt. We are in need of generating significant cash resources to achieve our future strategic plan. We anticipate that our existing cash on hand will not be sufficient to fund our business needs and unless additional financing is obtained, the Company may not be able to continue as a going concern. Our ability to continue our operations may prove to be more expensive than we currently anticipate and we may incur significant additional costs and expenses in connection therewith. Presentation

The ~~condensed~~unaudited, consolidated financial statements ~~were~~of ~~prepared~~the onCompany aas ~~going~~of ~~concern~~January ~~basis~~31, ~~which~~2014, ~~contemplates~~and for the ~~realization~~three ofmonths ~~assets~~ended January 31, 2014 and 2013, include the ~~settlement~~ accounts of ~~liabilities~~Gold inHill ~~the~~Resources, ~~normal~~Inc. ~~course~~from the date of ~~business~~Merger, Accurate Locators, Inc. ~~The~~and ~~condensed~~Imaging Locators, Inc. All transactions and accounts between and among Gold Hill Resources, Inc., Accurate Locators, Inc. and Imaging Locators, Inc. have been eliminated. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting, accordingly, they do not include ~~any adjustments~~all ~~relating~~of tothe disclosures required by accounting principles generally accepted in the ~~recoverability~~United States for complete financial statements and ~~classification~~should ofbe ~~asset~~read ~~carrying~~in ~~amounts~~conjunction orwith the ~~amount~~audited consolidated financial statements and ~~classification~~notes ~~of liabilities~~thereto ~~that~~for ~~might~~the ~~result~~year ifended October 31, 2013, as filed with the Securities and Exchange Commission as part of the Company's isForm ~~unable~~10-K. toIn ~~continue~~the asopinion of management, all adjustments considered necessary for a ~~going~~fair ~~concern~~presentation of the interim financial information have been included. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year. The Company did not record an income tax provision during the periods presented due to net taxable losses.

Basis of Presentation – The condensed consolidated interim financial statements include the accounts of Gold Hill Resources, Inc. from the date of merger, Accurate Locators, Inc. and Imaging Locators, Inc. (collectively, the “Company”). Prior to the date of the Merger, Accurate Locators, Inc. and Imaging Locators, Inc. had been entities under common control.7

~~All~~Going ~~transactions and accounts between and among the Gold Hill Resources, Inc., Accurate Locators, Inc. and Imaging Locators, Inc. have been eliminated.~~Concern

The ~~condensed~~accompanying ~~consolidated interim~~ financial statements ofhave ~~the~~been ~~Company~~prepared ~~for~~in ~~the~~conformity ~~interim~~with ~~periods~~generally ~~ended~~accepted ~~July~~accounting ~~31,~~principles ~~2013~~in ~~and~~the ~~2012~~United ~~have~~States ~~been~~of ~~prepared~~America, inwhich ~~accordance~~contemplate ~~with~~continuation ~~United~~of ~~States generally~~the ~~accepted~~Company ~~accounting~~as ~~principles~~a ~~(“US~~going ~~GAAP”)~~concern. asIn ~~promulgated~~the incourse ~~the~~of ~~United~~funding ~~States~~development ofand ~~America.~~sales ~~Operating~~and ~~results for~~marketing activities, the ~~three~~Company ~~and~~has ~~nine~~sustained ~~months~~operating ~~ended~~losses and ashas an accumulated deficit of ~~July~~$293,148 and $208,829 at January 31, ~~2012~~2014 and October 31, 2013, ~~are~~respectively. ~~not~~In ~~necessarily~~addition, ~~indicative~~the Company has negative working capital of ~~future~~$32,269 ~~results~~and ~~that~~$59,718 ~~may be~~at ~~expected~~January ~~for~~31, 2014 and October 31, 2013, respectively. We have funded operations through accumulated earnings, borrowings from related parties, and~~/or~~ ~~any~~proceeds ~~other~~from ~~period~~debt and equity.

~~NOTE~~ We 2are –in ~~SUMMARY~~need OFof ~~SIGNIFICANT ACCOUNTING~~generating ~~POLICIES~~significant cash resources to achieve our future strategic plan. We anticipate that our existing cash on hand will not be sufficient to fund our business needs. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

~~Use~~Note of2 ~~Estimates~~- –Inventories

~~The~~Inventories ~~preparation~~include ofmetal ~~the~~detectors ~~condensed consolidated~~for ~~interim~~treasure ~~financial~~hunting, ~~statements~~gold inand ~~conformity~~royal ~~with~~metal ~~accounting~~prospecting, ~~principles~~forensic ~~generally~~and ~~accepted~~military inapplications ~~the~~and ~~United~~also ~~States~~for oflocating ~~America requires~~under-ground ~~management~~utilities. toMost ~~make~~inventory ~~estimates~~is ~~and~~finished ~~assumptions~~goods. ~~that~~Inventories ~~may~~are ~~affect~~valued at the ~~reported~~lower ~~amounts~~ of ~~assets~~cost or market. Cost is determined using a weighted-average method. The reserves for obsolescence are maintained based on historical trends and ~~liabilities~~specific identification, and ~~disclosure of~~therefore ~~contingent~~require ~~assets~~management to make assumptions and ~~liabilities~~to atapply ~~the~~judgment ~~date~~about a number of factors, such as market conditions, the ~~condensed~~selling ~~consolidated~~environment, ~~financial~~historical ~~statements~~results and ~~the~~current ~~reported~~inventory ~~amounts~~trends. ~~of revenues~~The ~~and~~reserve ~~expenses~~for ~~during~~obsolete ~~the~~inventory ~~reporting~~was ~~period.~~$51,259 ~~Actual~~as ~~results~~of ~~could~~January ~~differ~~31, ~~from~~2014 ~~these~~and ~~estimates~~October 31, 2013, respectively.

Note 3 -8- Property and Equipment

Reverse Merger Accounting –

For accounting purposes, the Merger Agreement, described above, was treated as a reverse acquisition and recapitalization of Accurate Locators, Inc. and Imaging Locators, Inc. (accounting acquirer) because, prior to the transaction, the Company was a non-operating public shell and, subsequent to the transaction, the shareholders of Accurate owned approximately 95% of the outstanding common stock of the Company and exercised a significant influence over the company into a non-operating public shell with nominal net assets is considered a capital transaction. Accordingly, for accounting purposes, the transaction was treated as a reverse acquisition and recapitalization in accordance with US GAAP. The historical financial statements presented are the condensed consolidated financial statements of Accurate Locators, Inc. and Imaging Locators, Inc. The common stock and the corresponding capital amounts of the Company pre-merger have been retroactively restated as capital stock shares reflecting the exchange ratio in the merger. .

Income Taxes –

The Company accounts for income taxes in accordance with ASC 740, Income Taxes ("ASC 740"), which requires the recognition of deferred tax liabilities and assets at currently enacted tax rates for the expected future tax consequences of events that have been included in the financial statements or tax returns. A valuation allowance is recognized to reduce the net deferred tax asset to an amount that is more likely than not to be realized.

ASC 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. ASC 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

The Company performed a review of its material tax positions. During the period from November 1, 2012 through July 31, 2013 there were no increases or decreases in unrecognized tax benefits as a result of tax positions taken during period, there were no decreases in unrecognized tax benefits relating to settlements with taxing authorities, and there were no reductions to unrecognized tax benefits as a result of a lapse of the applicable statute of limitations. As of July 31, 2013, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate. As of July 31, 2013 the Company had no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date.

The Company has elected to classify any interest or penalties recognized with respect to any unrecognized tax benefits as income taxes. During the period from November 1, 2012 through July 31, 2013 and 2012, the Company did not recognize any amounts for interest or penalties with respect to any unrecognized tax benefits. As of July 31, 2013, no amounts for interest or penalties with respect to any unrecognized tax benefits have been accrued.

Cash and cash equivalents –

Cash includes all highly liquid instruments with original maturities of three months or less. The Company had no cash equivalents as of July 31, 2013 and October 31, 2012.

-9-

Fair Value of Financial Instruments –

The Company adopted ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The Company had no such assets or liabilities recorded to be valued on the basis above at July 31, 2013 and October 31, 2012.

Property and Equipment -

Property and Equipment are stated at historical cost less accumulated depreciation and amortization. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Depreciation is provided on a straight-line basis over the assets' estimated useful lives. The useful lives of the assets are as follows: machinery and equipment 5 years, office equipment 5 to 7 years, vehicles 5 years, and leasehold improvements use the shorter of the estimated useful life or the remaining term of the agreements, generally ranging from 3 to 15 years. Additions and improvements are capitalized while routine repairs and maintenance are charged to expense as incurred. Upon sale or disposition, the historically recorded asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to other income / expense.

Inventories –

Inventories are valued at the lower of cost or market. Cost is determined using a weighted-average method. The reserves for obsolescence are maintained based on historical trends and specific identification, and therefore require management to make assumptions and to apply judgment about a number of factors, such as market conditions, the selling environment, historical results and current inventory trends. There were no reserves for obsolete inventory as of July 31, 2013 and October 31, 2012.

Revenue Recognition –

The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. This occurs when the detector devices are shipped to customers or dealers and distributors.

-10-

Net Income (Loss) Per Share –

In accordance with ASC 260-10, “Earnings per Share”, basic net income (loss) per common share is computed by dividing the net income (loss) applicable to common shareholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per share is computed by dividing the loss applicable to common shareholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. The Company currently has no dilutive securities and as such, basic and diluted net income or loss per share are the same for the period presented.

Recent Adopted Accounting Pronouncements –

Effective January 2013, we adopted FASB ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU 2011-11). The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position. Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013. The adoption of this update did not have a material impact on the consolidated financial statements.

There are no recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and Equipment consisted of the following:

	July 31,			October 31,
	January 31,			October 31,
	2013			2012
	2014			2013
	(Unaudited)
Machinery	$	49,788		$	49,788
Machinery	$	23,291		$	27,121
Vehicles		223,192			223,191
Vehicles		223,191			243,192
Office equipment		31,143			31,143
Office equipment		31,050			30,500
Leasehold improvements		4,247			4,247
Leasehold improvements		3,400			4,247
Land		5,500			5,500
		286,432			310,560
		313,870			313,869
Less accumulated depreciation		(~~263~~300,~~148~~312	)		(~~254~~290,~~892~~472	)
Total	$	2313,~~284~~558		$	5523,~~668~~397

For the ~~nine~~three months ended ~~July~~January 31, ~~2013~~2014 and ~~2012~~2013, depreciation expense was $329,~~934~~840 and $3111,~~112~~014, respectively. ~~The Company recorded a gain on sale of vehicle and equipment of $22,800 during nine months ended July 31, 2013.~~

~~-11-~~8

~~NOTE~~Note 4 –- ~~ACCOUNTS~~Accounts ~~PAYABLE~~Payable ~~AND~~and ~~ACCRUED~~Accrued ~~EXPENSES~~Expenses

Accounts payable and accrued expenses consisted of the following ~~as of July 31, 2013 and October 31, 2012~~:

	July 31, 2013		October 31, 2012
	January 31, 2014		October 31, 2013
	(Unaudited)
Accounts payable	$	54,814	$	5,340
Accounts payable	$	130,812	$	8,425
Credit card balances payable		45,410		39,120
Credit card balances payable		37,538		22,539
Other		22,911		16,062
Other		8,925		9,450
Total	$	123,134	$	60,522
Total	$	177,275	$	40,414

~~NOTE~~Note 5 - ~~RELATED PARTIES~~Related Parties

As of ~~July~~January 31, ~~2013 and October 31~~2014, ~~2012,~~The ~~the~~ Company owed ~~$97~~Wayne Good,~~972~~ ~~and~~our ~~$30~~CEO,~~657,~~ ~~respectively~~$52,197 for advances made to ~~its~~the ~~shareholders~~Company. ~~Such~~As ~~advances~~of ~~carried~~October no31, ~~interest~~2013, ~~were unsecured~~the $222,357 ~~and~~balance included $66,357 due onto ~~demand~~Mr. InGood ~~addition~~and $156,000 ~~such~~due ~~balance~~to asEric ofStoppenhagen, ~~July~~our ~~31,~~former ~~2013,~~Director ~~included~~and CFO. As a ~~balance~~result of ~~note~~his ~~payable~~resignation, ofMr. ~~$59,800~~Stoppenhagen ~~to one~~balance's ofin the ~~directors~~amount atof 7%$29,600 ~~interest~~have ~~per~~been ~~annum.~~classified ~~The~~to ~~amount~~accounts payable as of ~~the~~January ~~accrued~~31, ~~interest~~2014. onDuring the ~~note~~three asmonths ofended ~~July~~January 31, ~~2013~~2014, Mr. Stoppenhagen billed the Company $32,038 and was paid $6158,~~848~~438.

The Company leases its facilities from ~~the~~ ~~shareholder~~Mr. Good on a year to year basis for monthly rent of $1,800. The total rent expense for the three ~~and nine~~ months ended ~~July~~January 31, ~~2013~~2014 and ~~2012~~2013 was ~~$7,500~~ ~~and~~ $205,~~700~~400 and $75,~~500 and $20~~400,~~700,~~ respectively.

~~NOTE~~Note 6 ~~– LONG~~-~~TERM~~ ~~DEBT~~Debt

The Company’s debt ~~as of July 31, 2013 and October 31, 2012~~ is summarized below:

	July 31, 2013			October 31, 2012
	January 31, 2014			October 31, 2013
	(Unaudited)
Notes payable	$	29,800		$	29,800
Secured
Convertible promissory notes		105,500			-
Fixed credit facility	$	34,808		$	52,521
CPN discount		(89,086	)		-
Revolving credit facilities		—			115,480
Secured debt		283,302			236,287
Term financings		123,317			134,202
Accrued interest		8,659			7,393
Converted to fixed credit facility from revolving facility		100,348			—
Total debt	$	338,175		$	273,480
Total Secured Debt		258,473			302,203
Less: current portion of long-term debt		(54,430	)		(54,575	)
Total debt, long-term portion	$	204,043		$	247,628

~~-12-~~Notes Payable

~~The~~Notes ~~revolving~~payable consists of $29,800 ~~fixed~~due to Mr. Stoppenhagen and ~~converted~~represents ~~from revolving~~a ~~credit~~pre ~~facilities~~Merger ~~were~~debt ~~secured~~of byGold ~~inventory~~Hill Resources, ~~accounts~~Inc. ~~receivable~~The note bears interest at 7% interest per annum and ~~equipment~~has an accrued interest balance of $7,918 and $7,393 as of ~~July~~January 31, ~~2013~~2014 and October 31, ~~2012~~2013, respectively. The ~~term~~Company ~~loans~~recognized ~~were~~interest ~~secured~~expense byof ~~vehicles~~$525 during the three months ended January 31, 2014.

~~Our~~Convertible ~~revolving~~Promissory ~~credit facility of $115,480 was converted to a fixed credit facility on November 7, 2012 with an extended maturity date due on November 1, 2017.~~Notes

On December 30, 2013 and January 28, 2014 the Company received proceeds of $63,000 and $42,500, respectively in connection with issuing two identical convertible promissory notes ("CPN") to Asher Enterprises, Inc., ("Holder") a private corporation. The CPN's accrue interest of eight percent per annum and mature nine months from the date of issuance. The Holder may convert the CPN's beginning one hundred eighty days following the date of the each CPN. The conversion price of the Note is 61% multiplied by the average of the lowest three trading prices for the common stock during the ten trading day period ending on the latest trading day prior to the conversion date. The total intrinsic value of the beneficial conversion feature amounted to $90,929. The Company recorded a discount to the face amount of the CPNs' which is being accreted over the ten month term of each CPN using the effective interest method.

During the three months ended January 31, 2014, the Company recognized $740 of interest expense related to the CPNs' and $1,843 of accretion related to the debt discount. The remaining debt discount of $89,086 will be amortized through October 31, 2014.

Secured Debt

Secured debt is summarized below:

	January 31, 2014			October 31, 2013

Secured
Fixed credit facility	$	17,617		$	21,729
Direct Capital Corporation		56,389			-
Term financings		118,029			119,749
Converted to fixed credit facility from revolving facility		91,267			94,809
Total Secured Debt		283,302			236,287
Less: current portion of long-term debt		(109,742	)		(48,727	)
Total debt, long-term portion	$	173,560		$	187,560

The fixed, Direct Capital Corporation and converted from revolving credit facilities were secured by inventory, accounts receivable and equipment as of January 31, 2014 and October 31, 2013. The term financings were secured by vehicles.

Our fixed credit facility has a maturity date due on November 1, 2014 with an annual interest rate of 7%.

Our Direct Capital financing was entered into on December 31, 2013. The face amount of the debt is $61,001. The Company received net proceeds of $50,001 and recorded $11,000 of interest expense during the three months ended January 31, 2014. The Loan is being repaid at the rate of approximately $5,400 per month.

Our term financings have maturity dates due from February 2014 to March 2028 with annual interest rates ranging from 5.9% to 6.25%.

AsOur ofrevolving ~~July~~credit 31facility of $91,267 ~~2013~~as ~~and~~of ~~October~~January 31, ~~2012~~ we2014 ~~were~~was inconverted ~~compliance~~to ina ~~all~~fixed ~~material~~credit ~~respects~~facility ~~with~~on ~~the~~November ~~covenants in our debt agreements~~7, ~~including~~2012 ~~our~~with ~~financial~~an ~~covenants concerning~~extended ~~debt-to-equity,~~maturity ~~tangible~~date ~~net~~due ~~equity~~on ~~and~~November ~~interest~~1, ~~coverage ratios~~2017.

~~The~~During ~~aggregate~~the ~~maturity~~three ofmonths ~~long-term debt~~ended ~~outstanding~~January as31, of2014, ~~July~~the 31Company incurred $18,379 ~~2013~~of isinterest asexpense ~~follows:~~related to secured debt.

2014	$	54,430
2015		36,623
2016		29,908
2017		31,752
2018 and after		105,760
	$	258,473

Note 7 - Stockholders' (Deficit)

~~NOTE~~During 7the –three ~~STOCK~~months ~~ISSUANCES~~ended January 31, 2014, the Company recognized the following equity related activity:

As· aThe ~~result~~Company received 13,470,000 shares of acommon ~~reverse~~stock ~~acquisition on~~from ~~June~~Mark ~~13,~~Flanagan ~~2013~~and ~~the~~Chas ~~Good~~Radovich ~~Parties’~~at ~~received~~no ~~29,732,000~~cost. ~~shares~~The ofCompany canceled the ~~Company’s~~shares ~~common~~thereby ~~stock.~~reducing ~~Such~~the total shares ~~were~~outstanding ~~accounted as~~and ~~part~~recorded ofan ~~recapitalization~~decrease ~~shares.~~to ~~Previous~~common ~~shareholders,~~stock ofand ~~the~~increase ~~Company~~to ~~held~~additional ~~1,568,954~~paid-in ~~shares~~capital offor the ~~Company’s~~par ~~common stock~~value.

· From June 13, 2013 to ~~July~~October 3115, 2013, the Company ~~issued~~completed ~~205~~a private placement offering to certain institutional and accredited investors pursuant to which the Company sold an aggregate of 390,000 shares of the Company’s common stock ~~with~~resulting ~~aggregate~~in ~~consideration~~gross ~~received~~proceeds of $~~102~~195,~~500~~000 to the Company.

As· ofPursuant ~~July~~a ~~31,~~private ~~2013~~placement offering to certain institutional and ~~October 31~~accredited investors, ~~2012~~ the Company ~~had~~issued 31160,~~505~~000 of shares of common stock for which $40,~~954~~000 of funds were received prior to October 31, 2013 and 29$25,~~732,~~000 ~~shares~~received ~~issued~~during ~~and~~the ~~outstanding~~quarter ended January 31, 2014.

~~-13-~~10

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

THIS FORM 10-Q CONTAINS "FORWARD-LOOKING STATEMENTS" THAT CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS "BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD," OR "ANTICIPATES," OR THE NEGATIVE OF THESE WORDS OR OTHER VARIATIONS OF THESE WORDS OR COMPARABLE WORDS, OR BY DISCUSSIONS OF PLANS OR STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. MANAGEMENT WISHES TO CAUTION THE READER THAT THESE FORWARD-LOOKING STATEMENTS, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING THE COMPANY'S MARKETING PLANS, GOALS, COMPETITIVE CONDITIONS, REGULATIONS THAT AFFECT PUBLIC COMPANIES THAT HAVE NO EXISTING BUSINESS AND OTHER MATTERS THAT ARE NOT HISTORICAL FACTS ARE ONLY PREDICTIONS. NO ASSURANCES CAN BE GIVEN THAT SUCH PREDICTIONS WILL PROVE CORRECT OR THAT THE ANTICIPATED FUTURE RESULTS WILL BE ACHIEVED. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY EITHER BECAUSE ONE OR MORE PREDICTIONS PROVE TO BE ERRONEOUS OR AS A RESULT OF OTHER RISKS FACING THE COMPANY. FORWARD-LOOKING STATEMENTS SHOULD BE READ IN LIGHT OF THE CAUTIONARY STATEMENTS AND IMPORTANT FACTORS DESCRIBED IN THIS FORM 10-Q FOR GOLD HILL RESOURCES, INC., INCLUDING, BUT NOT LIMITED TO THE MATTERS SET FORTH IN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. THE RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE RISK FACTORS AND UNCERTAINTIES SET FORTH IN ITEM 1A, "RISK FACTORS" AND THE RISKS ASSOCIATED WITH A SMALL COMPANY THAT HAS ONLY A LIMITED HISTORY OF OPERATIONS, THE COMPARATIVELY LIMITED FINANCIAL RESOURCES OF THE COMPANY, THE INTENSE COMPETITION THE COMPANY FACES FROM OTHER ESTABLISHED COMPETITORS, ANY ONE OR MORE OF THESE OR OTHER RISKS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FUTURE RESULTS INDICATED, EXPRESSED, OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT TO REFLECT EVENTS, CIRCUMSTANCES, OR NEW INFORMATION AFTER THE DATE OF THIS FORM 10-Q OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED OR OTHER SUBSEQUENT EVENTS.

As used herein, the term "the Company," “Gold Hill,” "we," "us," and "our" refer to Gold Hill Resources, Inc., aand ~~Nevada~~subsidiaries ~~corporation~~ unless otherwise noted.

Overview

~~On May~~Gold ~~31,~~Hill ~~2013~~Resources, weInc. ~~entered~~develops ~~into an Agreement~~ and ~~Plan~~markets ofproprietary ~~Merger~~mining ~~(“Merger~~and ~~Agreement”)~~mineral ~~with~~detection ALtechnology ~~Merger~~via ~~Corporation,~~our ~~an Oregon corporation and~~ wholly- owned subsidiary ~~of the Company (“MergerCo”),~~ Accurate Locators ~~and Wayne Good (“Good” and together with Accurate Locators~~, ~~the “Good Parties”)~~Inc. ~~The~~ ~~closing~~Utilizing (the “Closing”) of the transactions contemplated by the Merger Agreement (the “Merger”) occurred on June 13, 2013. At the Closing, (i) MergerCo was merged with and into Accurate Locators; (ii) Accurate Locators became our ~~wholly-owned~~technology ~~subsidiary;~~in ~~(iii)~~metal ~~all~~detection of Accurate Locators’ shares prior to the Merger were exchanged for comparable securities of our company; and (iv) 95% of our shares were owned by Accurate Locators’ former shareholders. At the Closingproducts, we ~~issued~~plan to ~~Accurate~~identify ~~Locators’ former~~potential ~~shareholders,~~acquisition in exchange for the equity of Accurate Locators prior to the Merger, 29,732,000 shares of our common stock. As a result of the Merger we are solely engaged in Accurate Locators’ business, Accurate Locators’ officers became our officers and ~~our~~partnership ~~director~~opportunities ~~remained~~within as the ~~only~~precious ~~director. The~~metals ~~issuance~~mining ~~of the shares of our common stock to Accurate Locator’s former stockholders is intended to be exempt from registration under Rule 506 promulgated under the Securities Act~~sector.

Accurate Locators is a leading all-14purpose metal detector manufacturer and distributor which has been in business since 1992 providing several industry benchmark metal detectors for treasure hunting, gold and royal metal prospecting, forensic and military applications and also for locating under-ground utilities. Our products have been used by mining operators, treasure hunters and various sectors of the US Government, including the military branches. Our client list includes Westinghouse, Bureau of Land Management, Bechtel, Graybar, General Services Administration and U.S. Army, Navy and Marines.

~~On May~~We ~~31,~~are ~~2013,~~engaged wein ~~also~~several ~~entered~~research ~~into an Assignment~~ and ~~License~~development ~~Agreement~~projects ~~with~~including ~~Good~~current ~~pursuant~~ground topenetrating ~~which~~radar, ~~Good~~induced ~~will~~polarization, aspulse ofinduction ~~the~~and ~~effective time~~other ofmetal ~~the~~detection ~~Merger,~~systems. ~~contribute~~We ~~certain~~filed ~~intellectual~~our ~~property~~first ~~and~~provisional ~~related~~patent ~~rights~~on ~~which~~our ~~are~~blanket ~~currently~~antenna ~~owned~~technology byon ~~him~~November ~~to Gold Hill~~12, ~~license~~ to2012. ~~Gold~~We ~~Hill,~~also ~~and~~plan ~~assign~~ to ~~Gold~~file ~~Hill.~~several ~~Good~~additional ~~contributed~~patents ~~all~~in ~~shares of~~ the ~~capital~~next ~~stock~~twelve ofmonths; ~~Imaging~~which ~~Locators.~~will ~~Additionally, Good~~further ~~transferred~~enhance ~~Micro~~and ~~Gold~~protect ~~Claims~~our byintellectual ~~Murphy~~property ~~Creek,~~portfolio ~~Oregon~~ and ~~GHR~~greatly ~~Claims~~improve byon ~~Pahrump,~~our ~~Nevada~~detection ~~(“Claims”)~~systems tocapabilities, ~~Gold~~thus ~~Hill. These~~positioning ~~transactions were completed at~~ the ~~Closing.~~Company ~~The certain intellectual property and related rights consists of trade secrets relating~~ to ~~ground~~capture ~~penetrating~~greater ~~radar~~market ~~and~~share ~~patent~~in ~~application~~the ~~related~~geophysics ~~to blanket antenna technology~~sector.

We are presently authorized under our certificate of incorporation, as amended to date, to issue 200,000,000 shares of common stock. As of the Closing, we had 31,300,954 shares of common stock issued and outstanding, of which 29,732,000 shares were owned by Accurate Locators’ former shareholders, representing approximately 95% of the outstanding shares of our common stock immediately following the Merger, and 1,568,954 shares were owned by our existing stockholders, representing approximately 5% of the outstanding shares of our common stock. 11

~~Gold~~Our ~~Hill~~sales ~~Resources, Inc.~~are isgenerated ~~engaged~~ in ~~the~~several ~~mining~~different ~~and~~market ~~mineral~~segments ~~detection~~including ~~technology~~gold ~~via~~prospecting, ~~our~~treasure ~~wholly~~hunting ~~owned~~and ~~subsidiary~~utility ~~Accurate~~and ~~Locators,~~archeological ~~Inc~~locating. ~~Utilizing our~~Current ~~evolving~~gold ~~technology~~“find” inreports ~~metal~~significantly ~~detection~~impact ~~products,~~demand wefor ~~plan~~detection totechnologies ~~identify~~in ~~potential~~the ~~acquisition~~gold prospecting and ~~partnership~~treasure ~~opportunities~~hunting ~~within the precious metals mining sector~~market.

~~Accurate~~International ~~Locators is~~dealer asales ~~leading~~have ~~all-purpose~~historically ~~metal~~accounted ~~detector~~for ~~manufacturer~~approximately ~~and~~40% ~~distributor.~~of ~~Accurate~~total ~~Locators~~sales ~~has~~volume. ~~been~~However, inover ~~business~~the ~~since~~most ~~1992~~recent ~~providing several industry benchmark metal detectors for treasure hunting~~quarter, ~~gold~~we ~~and~~have ~~royal~~seen ~~metal~~international ~~prospecting,~~sales ~~forensic~~spike ~~and~~to ~~military~~approximately ~~applications and~~50% ~~also~~of ~~for~~total ~~locating~~sales ~~under-ground utilities~~volume. ~~The~~We ~~products~~attribute ~~have~~this ~~been~~increase ~~used~~to byan ~~mining~~increase ~~operators,~~in ~~treasure~~small ~~hunters~~ and ~~various~~medium ~~sectors of~~mining ~~the~~concerns USin ~~Government~~Africa, ~~including~~and ~~the~~more ~~military~~accommodative ~~branches.~~conditions ~~Our~~in ~~client~~certain ~~list~~regions ~~includes~~in the ~~following:~~middle ~~Westinghouse,~~east ~~Bureau~~due ofto ~~Land~~the ~~Management, Bechtel,~~Arab ~~Graybar, General Services Administration (GSA) and U~~Spring.~~S. Army, Navy and Marines.~~

We ~~are~~expect ~~engaged~~sales ~~in several~~growth ~~research~~to ~~and~~continue ~~development~~as ~~projects;~~a weresult ~~are~~of ~~evolving~~high ~~our~~gold ~~current ground penetrating radar~~prices, ~~induced~~which ~~polarization,~~drive ~~pulse~~increased ~~induction~~ participation and ~~other~~demand ~~metal detection systems. We filed our first provisional patent on our blanket antenna technology on November 12, 2012. We also plan to file several additional patents~~ in the ~~next~~prospecting ~~twelve~~markets. ~~months;~~In ~~which~~addition, ~~will~~we ~~further~~believe ~~enhance~~that ~~and protect~~ our ~~intellectual property~~ongoing ~~portfolio~~research and ~~greatly~~development to improve onexisting ~~our~~technologies ~~detection~~will ~~systems~~drive ~~capabilities~~sales growth, ~~thus~~with ~~positioning~~existing ~~the~~customers ~~Company~~seeking to ~~capture~~upgrade ~~greater~~and ~~market share~~creating innew ~~the geophysics sector~~ones.

The Merger was accounted for as a reverse merger (recapitalization) with Accurate Locators deemed to be the accounting acquirer, and our ~~company~~Company deemed to be the legal acquirer. Accordingly, the following discussing represents a discussion of the operations of our wholly-owned subsidiary, Accurate Locators, Inc. for the periods presented.

-15-

Results of Operations

For the Three Months Ended ~~July~~January 31, ~~2013~~ 2014 and ~~2012~~ 2013

Revenue

Our revenues ~~were~~increased $~~186~~223,~~146~~420 ~~and~~to $~~195~~475,~~448~~512 ~~for~~during the three months ended ~~July~~January 31, ~~2013~~2014 ~~and~~compared ~~2012,~~to ~~respectively, a decrease of~~ $9252,~~302.~~092 ~~The decrease~~during isthe ~~primarily~~three ~~due~~months toended ~~increase~~January in31, ~~our prices and reduced advertising~~2013. ~~Our~~This ~~ability to~~ increase ~~our~~over ~~revenues~~the ~~requires~~first usquarter ~~to expend~~of a2013 ~~significant~~was ~~amount~~due ofprimarily ~~money~~to oncustomer ~~research~~gold ~~and development~~“finds”. ToA ~~the~~strong ~~extent~~international ~~that~~mining weand ~~are~~locating ~~unable~~business continues to ~~raise~~help ~~additional~~us ~~funds~~make ~~or unsuccessful~~strides ~~with~~in ~~our~~non-saturated ~~research~~markets. ~~and development activities~~Additionally, ~~there~~after ~~will~~completing beR&D, awe ~~material~~are ~~impact~~commercializing onour ~~the~~dual ~~growth~~detection ofsystem ~~our~~which ~~revenues as~~ we ~~will~~ beexpect ~~unable~~ to ~~come~~increase ~~out~~revenues ~~with~~in ~~new~~2014 ~~products~~compared to 2013.

Cost of Revenue and Gross Profits

Our gross profit ~~was~~decreased $~~117~~27,~~537~~773 ~~and~~to $~~129~~126,~~151~~837 ~~for~~during the three months ended ~~July~~January 31, ~~2013~~2014 ~~and~~compared ~~2012,~~to ~~respectively~~$154,610 aduring ~~decrease~~the ofthree ~~$11~~months ended January 31,~~614~~ 2013. The ~~deterioration~~ ofdecrease in our gross profit margin was ~~partially~~due ~~attributable~~to increased discounts due to ~~the~~competitive price pressure as well as increased ~~costs~~dealer ofvs. retail sales.

Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses ~~were~~increased $~~218~~92,~~887~~381 ~~and~~to $~~134~~243,~~230~~700 ~~for~~during the three months ended ~~July~~January 31, ~~2013~~2014 ~~and~~compared ~~2012,~~to ~~respectively~~$151, an319 ~~increase~~during ofthe ~~$84~~three months ended January 31,~~657~~ 2013. The increase is primarily due to ~~increase~~the ininclusion ~~legal~~of ~~and~~the ~~professional~~parent ~~expenses~~company ~~incurred~~Gold Hill Resources, Inc. operating expenses in ~~the third~~2014 ~~quarter~~which ofcosts ~~2013~~were not included in ~~connection~~2013 ~~with~~prior to the Merger. ~~transaction~~The increase was primarily due to professional fees and personnel. Moving forward, the Company has implemented cost cutting measures and expects SG&A to materially decrease.

~~Net Interest and~~ Other Income and (Expense)

~~Net Interest~~The ~~and~~Company ~~other~~experienced a $37,587 increase of net income ~~and~~to ~~expense~~income ~~was~~of $732,~~634~~544 ~~and~~during (the three months ended January 31, 2014 compared to net expense of $45,~~689)~~043 ~~for~~during the three months ended ~~July~~January 31, 2013. During the three months ended January 31, 2014, the Company received and ~~2012~~recognized $54,031 ~~respectively~~from insurance proceeds related to product that was damaged in 2013 and previously written off as other expense. ~~The~~ ~~increase~~Additionally, the Company recognized interest expense of 17$19,~~055~~644 ~~was~~in 2014 compared to $5,043 in 2013. The increase is primarily due to the ~~result~~recognition of a$11,000 ~~gain~~of ~~recorded~~interest onexpense ~~the~~related ~~sale~~to ofa ~~fixed~~loan ~~assets~~from inDirect ~~2013~~Capital Corporation.

For the Nine Months Ended July 31, 2013 and 2012

Revenue

Our revenues were $618,629 and $758,364 for the nine months ended July 31, 2013 and 2012, respectively, a decrease of $139,735. The decrease is primarily due to increase in our prices and reduced advertising. Our ability to increase our revenues requires us to expend a significant amount of money on research and development. To the extent that we are unable to raise additional funds or unsuccessful with our research and development activities, there will be a material impact on the growth of our revenues as we will be unable to come out with new products.

Cost of Revenue and Gross Profits

Our gross profit was $393,034 and $504,226 for the nine months ended July 31, 2013 and 2012, respectively, a decrease of $111,192. The decline in our gross profit margin was partially attributable to the increased costs of sales.

-16-

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $525,393 and $462,563 for the nine months ended July 31, 2013 and 2012, respectively, an increase of $62,830. The decrease is primarily due to increase in professional and legal expenses attributed to the Merger transaction consummated in the third quarter of 2013.

Net Interest and Other Income and Expense

Net Interest and other income and expense was $3,448 and ($13,490) for the nine months ended July 31, 2013 and 2012, respectively. The increase was the result of gain recorded on sale of equipment in 2013.

Liquidity and Capital Resources

Net cash ~~used~~provided by (used in) operating activities was ($~~142~~16,~~408~~199) ~~for the nine months ended July 31, 2013~~ and ~~net cash provided by operating activities was~~ $3421,~~216~~ 758 for the ~~nine~~three months ended ~~July~~January 31, ~~2013~~2014 and ~~2012~~2013, respectively. The ~~decrease~~increase in the amount of cash ~~provided~~used ~~by operating activities~~ was largely due to the ~~incurred~~increase in net loss in ~~2013~~2014 offset by a smaller positive change in accounts payable and accrued expense.

Net cash provided by (used in) investing activities was $~~22,250~~0 and $0(350) for the ~~nine~~three months ended ~~July~~January 31, ~~2013~~2014 and ~~2012~~2013, respectively ~~and was attributed primarily to cash received from sale of the vehicle and equipment~~.

Net cash provided by (used in ) financing activities was $747,~~150~~355 and ~~net cash used in financing activities was~~ ($3911,~~954~~709) infor the ~~nine~~three months ended ~~July~~ January 31, ~~2013~~ 2014 and ~~2012~~2013, respectively. ~~Increase~~Cash ~~in cash~~ provided by financing activities ~~related~~in to2014 ~~proceeds~~was ofmainly ~~$102,500~~ from ~~issuances~~the sale of common stock and ~~$13,315~~proceeds ~~cash~~from ~~received~~secured ~~in a recapitalization transaction related to the Merger, which offset paying down long-term~~ debt inand ~~2013~~convertible ~~vs.~~promissory ~~only debt repayment in 2012~~notes.

~~Going Concern~~12

The total ~~debt~~liabilities of the Company at ~~July~~January 31, ~~2013~~2014 ~~was~~were $~~258~~513,~~473~~506. To the extent our business erodes ~~and/~~or ~~and~~ we are unable to receive additional financing we would be unable to meet the terms of ~~this~~our debt and we would have difficulty continuing as a going concern. ~~The~~Certain ~~revolving~~debts ~~fixed and~~are ~~converted from revolving credit facilities were~~ secured by inventory, accounts receivable, ~~and~~ equipment ~~as of July 31, 2013~~ and ~~October 31, 2012. The term loans were secured by~~ vehicles. Our revolving credit facility of $115,480 was converted to a fixed credit facility on November 7, 2012 with an extended maturity date due on November 1, 2017. Our fixed credit facility has a maturity date due on November 1, 2014 with an annual interest rate of 7%. Our term financings have maturity dates due from February 2014 to March 2028 with annual interest rates ranging from 5.9% to 6.25%. As of ~~June~~January 31, ~~2013~~2014, we were in compliance in all material respects with ~~the covenants in~~ our debt agreements,. ~~including~~There ~~our~~are no financial covenants concerning debt-to-equity, tangible net equity and interest coverage ratios. Currently, we cannot borrow any more under ~~these~~our credit facilities. ~~There~~However, there are no covenants that restrict additional borrowing from other sources. There are no financial covenants under our ~~debt~~promissory note agreements.

~~-17-~~We have suffered recurring losses from operations during the three months ended January 31, 2014 and in the past two fiscal years. We have funded operations through operating cashflow, borrowings from related parties, and proceeds from debt. We are in need of generating significant cash resources to achieve our future strategic plan. On June 4, 2013, the Company completed a private placement offering to certain institutional and accredited investors pursuant to which the Company sold an aggregate of 950,200 shares of the Company’s common stock resulting in gross proceeds of $283,173 to the Company. From June 14 to October 15, 2013, the Company completed a private placement offering to certain institutional and accredited investors pursuant to which the Company sold an aggregate of 390,000 shares of the Company’s common stock resulting in gross proceeds of $195,000 to the Company. During the three months ended January 31, 2014, the Company received proceeds of $105,500 from CPNs', $50,001 from Direct Capital Corporation and $25,000 from the sale of common stock. The Company intends to use these proceeds for working capital and to develop its element detecting technologies. Even with the proceeds we raised, we anticipate that our existing cash and cash equivalents will not be sufficient to fund our business needs for more than three months and we are currently seeking additional financing. In the event we were unsuccessful in raising additional funding and our existing cash and cash equivalents were not sufficient to fund our business needs, we would scale back all new product development besides our Ground Penetrating Radar project. This would delay the release of our future products. Our officers have also indicated their willingness to defer amounts owed to them. This would allow us to maintain our existing operations.

~~The~~These ~~Company~~conditions ~~suffered losses~~raise ~~from~~substantial ~~operations~~doubt ofabout ~~$128,911~~our inability ~~the~~to ~~nine~~continue ~~months~~as ~~ended~~a ~~July~~going ~~31, 2013~~concern. Our ~~accumulated~~auditor ~~deficit~~has ~~was~~issued ~~$75,961~~a as"going ofconcern" ~~July 31,~~qualification ~~2013. In~~as ~~the~~part ~~period~~ of ~~nine~~their ~~months~~opinion ~~ended July 31, 2013 and 2012, we have funded operations through accumulated earnings, borrowings from related parties, and proceeds from debt. We are~~ in ~~need~~the ofAudit ~~generating~~Report ~~significant cash resources to achieve our future strategic plan. Currently~~ for ~~our operations, we are expending approximately $25,000 more per month then we are making. Even with~~ the ~~proceeds~~year weended ~~raised,~~October we anticipate that our existing cash and cash equivalents will not be sufficient to fund our business needs for more than 3 months and we are currently seeking additional financing. Our ability to continue our operations may prove to be more expensive than we currently anticipate and we may incur significant additional costs and expenses in connection therewith. To successfully execute our business plan31, ~~we would need an additional $1 million~~2013.

~~Critical~~Capital ~~Accounting Policies~~Expenditures

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We ~~believe that our estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions. We~~ have ~~identified~~not inincurred ~~Note~~any 2material -capital "Summary of Significant Accounting Policies" to the Financial Statements contained in this Quarterly Report certain critical accounting policies that affect the more significant judgments and estimates used in the preparation of the financial statementsexpenditures.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

~~Contractual~~Recently ~~Obligations~~Issued Accounting Pronouncements

AsWe areview ~~"smaller~~new ~~reporting~~accounting ~~company"~~ standards as ~~defined~~issued. byAlthough ~~Item~~some 10of these accounting standards issued or effective after the end of ~~Regulation~~our ~~S-K~~previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the ~~Company~~new isstandards ~~not~~will ~~required~~have toa ~~provide~~significant ~~this~~impact ~~information~~on our consolidated financial statements.

~~-18-~~13

~~ITEM~~Item 34. –Controls ~~QUANTITATIVE~~and ~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Procedures.

AsDisclosure aControls ~~“smaller reporting~~and ~~company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item 3.~~Procedures

~~Item~~Under 4the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this quarterly report. ~~Controls~~Based on this evaluation, our Chief Executive Officer and ~~Procedures~~Chief Financial Officer concluded that as of January 31, 2014, that our disclosure controls and procedures were effective such that the information required to be disclosed in our United States Securities and Exchange Commission (the “SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

~~Evaluation~~Internal ofControl ~~Disclosure Controls~~over ~~and Procedures: We conducted an evaluation under the supervision and with the participation of our management, including our President and Chief~~ Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term "disclosure controls and procedures", as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended ("Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our President and Chief Financial Officer concluded as of July 31, 2013, that our disclosure controls and procedures are effective to a reasonable assurance level of achieving such objectives. However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.Reporting

~~Management's~~There ~~Report~~were ~~on Internal~~no ~~Control~~changes ~~Over~~in ~~Financial~~our ~~Reporting: Our management is responsible for establishing and maintaining adequate~~ internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act~~. Our~~) ~~internal control~~that ~~over~~occurred ~~financial~~during ~~reporting is designed to provide reasonable assurance regarding~~ the ~~reliability~~period ofcovered ~~financial~~by ~~reporting~~this ~~and the~~report ~~preparation~~that ofhas ~~financial~~materially ~~statements~~affected, ~~for~~or ~~external~~is ~~purposes~~reasonably inlikely ~~accordance~~to ~~with~~materially ~~generally~~affect, ~~accepted~~our ~~accounting principles. The~~ internal ~~controls for the Company are provided by executive management's review and approval of all transactions. Our internal~~ control over financial reporting ~~also includes those policies and procedures that:~~.

~~Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;~~14

~~Provide~~PART ~~reasonable~~II ~~assurance~~— ~~that~~OTHER transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; andINFORMATION

~~Provide~~Item ~~reasonable~~2. ~~assurance~~Unregistered ~~regarding prevention~~Sales ~~or timely detection~~ of ~~unauthorized~~Equity ~~acquisition,~~Securities ~~use~~and orUse ~~disposition~~ of ~~our assets that could have a material effect on the financial statements~~Proceeds.

~~Because~~On December 30, 2013 and January 28, 2014 the Company received proceeds of ~~its~~$63,000 ~~inherent~~and ~~limitations~~$42, ~~internal~~500, ~~control~~respectively ~~over~~in ~~financial~~connection ~~reporting~~with issuing two identical CPN's to Holder. The CPN's accrue interest of eight percent per annum and mature nine months from the date of issuance. The Holder may ~~not~~convert ~~prevent~~the orCPN's ~~detect~~beginning ~~misstatements~~one hundred eighty days following the date of the each CPN. ~~Also,~~ ~~projections~~The conversion price of ~~any~~the ~~evaluation~~Note is 61% multiplied by the average of ~~effectiveness~~ tothe ~~future~~lowest ~~periods~~three ~~are~~trading ~~subject~~prices tofor the ~~risk~~common ~~that~~stock ~~controls~~during ~~may~~the ~~become~~ten ~~inadequate~~trading ~~because~~day period ending on the latest trading day prior to the conversion date. The intrinsic value of ~~changes~~the beneficial conversion feature contained in ~~conditions~~each CPN amounted to $90,929. ~~or that~~The Company recorded a discount to the ~~degree~~face amount of ~~compliance~~the ~~with~~CPNs' which is being accreted over the ~~policies~~ten ormonth ~~procedures~~term ~~may~~of ~~deteriorate~~each CPN using the effective interest method.

~~-19-~~During the three months ended January 31, 2014, the Company issued 160,000 of shares for which funds were received prior to October 31, 2013 pursuant a private placement offering to certain institutional and accredited investors.

~~Management~~In ~~assessed~~connection with the ~~effectiveness~~ above stock sales, we did not pay any underwriting discounts or commissions. None of the ~~Company's~~sales ~~internal~~of ~~control~~securities ~~over~~described ~~financial~~or ~~reporting~~referred asto ofabove ~~July~~was ~~31,~~registered ~~2013. In~~under ~~making~~the ~~this~~Securities ~~assessment~~Act of 1933, ~~management~~as ~~used~~ amended (the ~~criteria~~“Securities ~~set~~Act”). ~~forth~~We byhad ~~the~~or ~~Committee~~one of ~~Sponsoring~~our ~~Organizations~~affiliates had a prior business relationship with each of the ~~Treadway~~purchasers, ~~Commission~~and no general solicitation or advertising was used in ~~Internal~~connection ~~Control-Integrated~~with ~~Framework~~the sales. ~~Management's~~ ~~assessment~~In ~~included~~making anthe ~~evaluation~~sales ofwithout registration under the ~~design~~Securities ofAct, ~~our~~we ~~internal~~relied ~~control~~upon ~~over~~the ~~financial~~exemption ~~reporting~~from ~~and~~registration ~~testing~~contained ofin ~~the operational~~Section ~~effectiveness~~4(2) of ~~these~~the ~~controls~~Securities Act.

Based on this assessment, management has concluded that as of July 31, 2013, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.15

~~This~~Item ~~quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting~~6. ~~Management's~~ report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual reportExhibits.

Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting during the third quarter ending July 31, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Exhibit No.		Description of Exhibit

31.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS		XBRL Instance Document**

101.SCH		XBRL Taxonomy Extension Schema Document**

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document**

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document**

101.LAB		XBRL Taxonomy Extension Label Linkbase Document**

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document**

~~PART II - OTHER~~____________________ ~~INFORMATION~~*Filed herewith

~~ITEM~~** 1Furnished herewith. –XBRL ~~LEGAL~~(eXtensible ~~PROCEEDINGS~~Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

We are not a party to any current or pending legal proceedings that we believe would have a material adverse effect upon our business, results of operations, or financial condition, and we are not aware of any threatened or contemplated proceeding by any governmental authority against us. To our knowledge, we are not a party to any threatened civil or criminal action or investigation.16

~~ITEM 1A. – RISK FACTORS~~SIGNATURES

InPursuant ~~addition~~ to the ~~other~~ ~~risk~~requirements ~~factors~~of ~~and information set forth in this report, you should carefully consider~~ the ~~factors~~Securities ~~discussed~~Exchange inAct ~~Part~~of I1934, ~~“Item 1A. Risk Factors” in our Annual Report on Form 10-K for~~ the ~~year~~registrant ~~ended~~has ~~December~~duly ~~31,~~caused ~~2012,~~this ~~which~~report ~~could~~to ~~materially~~be ~~affect~~signed ~~our business, financial condition or future results. The risks described in our Annual Report~~ on ~~Form~~its ~~10-K~~behalf isby ~~not~~ the ~~only~~undersigned ~~risks~~hereunto ~~facing the~~duly ~~Company~~authorized. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, operating results and/or cash flows.

ITEM 2. - UNREGISTERED SALES OF EQUITY SECURITIES

	Gold Hill Resources, Inc. (Registrant)

Date: March 21, 2014	By:	/s/ Wayne Good
		Wayne Good
		Chief Executive Officer, Chief Financial Officer and Director
		(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

~~From November 1, 2012 to June 30, 2013, the Company issued 747,184 shares of common stock with aggregate consideration received of $228,665.~~17

From June 13, 2013 to July 31, 2013, the Company issued 205,000 shares of common stock with aggregate consideration received of $102,500.

-20-

In connection with the above stock sales, we did not pay any underwriting discounts or commissions. None of the sales of securities described or referred to above was registered under the Securities Act of 1933, as amended (the “Securities Act”). We had or one of our affiliates had a prior business relationship with each of the purchasers, and no general solicitation or advertising was used in connection with the sales. In making the sales without registration under the Securities Act, we relied upon the exemption from registration contained in Section 4(2) of the Securities Act.

ITEM 3. - DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. - OTHER INFORMATION

None

ITEM 6.

Exhibit		Description
31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification of the Company’s Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

-21-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Gold Hill Resources, Inc.

Date: September 12, 2013	BY: /s/ Wayne Good Wayne Good Chief Executive Officer
Date: September 12, 2013	BY: /s/ Eric Stoppenhagen Eric Stoppenhagen Chief Financial Officer, Principal Accounting Officer

Filing Compare · Gold Hill Resources, Inc.